Exhibit 10.42

                               AGREEMENT BETWEEN
                      EDUCATIONAL VIDEO CONFERENCING, INC.
                           AND ST. JOHN'S UNIVERSITY
               FOR THE OFFERING OF INTERACTIVE VIDEO CONFERENCED
                           AND INTERNET-BASED COURSES


                               W I T N E S S E T H
                              ---------------------

     AGREEMENT  made  this  24th day of  September,  1999,  between  St.  John's
University  with  offices  located at 8000  Utopia  Parkway,  Jamaica,  NY 11439
(hereinafter  referred to as "SJU"),  and Educational Video  Conferencing  Inc.,
(hereinafter  "EVC"),  with  offices  located  at 35 East  Grassy  Sprain  Road,
Yonkers, New York 10710.

          WHEREAS,  SJU is an institution  of higher  learning duly certified by
the Education  Department of the State of New York and  accredited by the Middle
States  Association of Colleges and Schools to offer  undergraduate and graduate
courses, and,

          WHEREAS,  EVC is a domestic  corporation  engaged in the  business  of
providing  access to such  courses  to  consumers  by way of  interactive  video
conferencing and computer conferencing, and,

          WHEREAS,  SJU  and  EVC  wish  to  enter  into a  mutually  beneficial
agreement whereby EVC will provide access to SJU courses to such consumers,

          NOW,  THEREFORE in  consideration  of $10.00 in good funds, as well as
the mutual covenants contained herein, the parties hereby agree as follows:

     1.   a.) On a  non-exlusive  basis,  EVC  shall  have  the  right,  for the
duration of this agreement and any renewal hereof,  to offer  undergraduate  and
graduate  business  courses  and degree  programs,  for  credit and  non-credit,
offered by SJU through the College of Business  Administration,  via Interactive
Video  Conferencing/Distance  Learning (hereinafter "IVC/DL") and Internet-based
courses,  commencing October 15,1999. The parties acknowledge that other courses
and degree programs may be added to this agreement as the parties agree uponfrom
time to time, on the terms agreed to herein.

          b.) For the  purposes of this  agreement,  IVC/DL  shall be defined as
live, two way video  conferencing,  either over desktop  computers  equipped for
video  conferencing or video  conferencing room systems,  as the case may be, in
which  the   student  can  see  and  hear  the   professor/instructor   and  the
professor/instructor  can see and hear the individual student. IVC/DL also shall
include one-way video and two-way audio distance learning.

          c.) Unless SJU and EVC agree  otherwise in writing,  the minimum class
size for the offering of an ITV/DL course shall be twelve (12) students.

     2. EVC will  provide  all  hardware  (except  personal  computers,  modems,
keyboards   and   monitors),   software,   and  video   conferencing   equipment
(collectively  referred to as  "equipment")  necessary to provide access for SJU
courses to IVC/DL students.  Students taking IVC/DL courses on desktop computers
must have modern  computers  capable of being video  enabled and  function as an
IVC/DL  desktop  system.  SJU  shall  not be  responsible  for  the  cost of any
equipment  whatsoever  at  Institutional   Employer  Employer  locations  and/or
students homes.


<PAGE>

     3. EVC is responsible for costs for marketing,  advertising,  and promotion
regarding EVC's offering of access to SJU'S courses.  Unless  otherwise  agreed,
SJU will provide  brochures,  catalogues,  course schedules,  program and course
descriptions,  posters,  etc.,  to EVC for  distribution  to  employees of EVC's
corporate,  governmental and institutional  clients promoting the SJU's programs
and courses offered through EVC.

     4. SJU shall  provide  rooms  capable of becoming  teacher  stations.  This
includes installing and maintaining adequate telecommunications lines (ISDN, DSL
or cable and  regular  telephone  lines)  and  electrical  outlets.  SJU will be
responsible  for the cost of the  telecommunication  signal  transport for video
conferenced  courses  from  teacher  stations  to the MCU  Bridge.  EVC  assumes
responsibility or cost for obtaining, providing, or paying for telecommunication
signal transport for video conferenced  courses from the MCU Bridge to corporate
locations and/or students homes.

     5. EVC will be responsible  for  installing and  maintaining up to ten (10)
teaching  stations  in the  rooms  provided  by SJU to video  conference  IVC/DL
courses  offered  through EVC,  subject to  enrollment.  All  teaching  stations
installed and paid for by EVC shall remain the exclusive property of EVC.

          a.) EVC will be responsible to equip an SJU on-campus classroom with a
student  IVC/DL  system  which  classroom  may be used to enroll SJU students in
order  to  attend  EVC-SJU  IVC/DL  classes.  EVC will be  responsible  fore all
telecommunications  costs associated with on-campus EVC-SJU IVC/DL classes.  EVC
will have the right ro  remove  the EVC  IVC/DL  system is  on-campus  classroom
enrollment in EVC-SJU IVC/DL classes in said video-enabled  classroom(s) is less
than twnety (20) scheulded course regitstrations (SJRs) per academic semester.

     6. All equipment supplied by EVC is the sole and exclusive property of EVC,
including but not limited to any and all patents,  copyrights and trademarks, if
any, associated therewith. All classroom,  course and program materials or other
information supplied by SJU, and all rights and interests in said materials will
remain the sole and exclusive property of SJU.

     7.   a.) EVC is responsible  for the necessary  maintenance,  repair and/or
replacement of video conferencing equipment supplied to SJU for IVC/DL courses.

          b.)  EVC  will  provide   reasonably  prompt  service  for  repair  or
replacement of defective  interactive video conferencing  equipment and software
as necessary.

          c.) SJU will be responsible  for the prompt repair and/or  replacement
of interactive video conferencing equipment located at SJU, which may be damaged
through improper or unauthorized use.

          d.)  SJU is  responsible  for  the  repayment  to EVC of the  cost  of
replacement of any EVC  equipment,  which is lost or stolen while in SJU custody
and control.

     8. Neither  party shall utilize the other's name or any  associated  names,
trademarks,  copyrights, etc., without prior written consent, except with regard
to EVC's  marketing,  advertising and promotion of SJU courses.  Such permission
shall not be unreasonably denied.

     9.   a.) EVC will provide  faculty  development  to SJU faculty  reasonably
required for the offering of SJU courses through EVC.

          b.) SJU shall be responsible for obtaining the services of all faculty
participating in courses offered through EVC, including but not limited to, said
faculty's  salary,  benefits (if any) and  verification of  qualifications.  EVC
assumes no responsibility for any costs associated therewith.

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<PAGE>

     10. EVC is solely responsible to provide site locations for IVC/DL students
to participate in SJU courses.  SJU assumes no  responsibility  for obtaining or
maintaining said sites, nor for any rent or other costs associated therewith.

     11.  EVC  is  not  responsible  for  curriculum,  course  content,  faculty
qualifications,  course materials or any other aspect of the academic content of
any courses  offered  hereunder.  However,  SJU agrees to be  receptive  to, and
consider,  EVC input as to course  content  presentation  and delivery of IVC/DL
courses consistent with required academic standards.

     12. EVC agrees to make every reasonable effort to maintain its equipment in
good working order. However, EVC is not responsible for service or repair delays
or  interruption  of service  caused by strikes,  labor  actions,  power outages
(other than those limited to site locations alone), acts of God or other matters
beyond EVC's control.

     13. SJU hereby  acknowledges  that the IVC/DL programs  marketed by EVC are
targeted toward the  non-traditional  working adult student market and therefore
agrees to offer  IVC/DL  courses  at dates and times  appropriate  to the target
market,  including the hours of 8:00 a.m. to 11:00 p.m.,  Eastern Standard Time,
seven days per week,  and at such other times  requested by EVC's  Institutional
Employers and their  employees,  subject to enrollment.  And,  including but not
limited to, the three academic  semesters  offered each year by SJU, i.e., Fall,
Spring and Summer.

     14.  a.) The parties hereby  acknowledge that this agreement is intended by
the parties to  facilitate  the  offering of college  courses,  degree  programs
and/or courses of study.

          b.)  SJU  shall  attempt  to  obtain  and/or  maintain  all  New  York
Department of Education,  Middle States Association and any other  accreditation
necessary to the offering of college  courses and credits  under the  applicable
law.  Should  SJU lose its  accreditation  at any time  during  the term of this
agreement  or any  renewal  hereof,  EVC shall  have the  right to  cancel  this
contract at the end of the semester in progress,  if applicable,  or immediately
if no semester is underway.

     15. Administrative Functions

          a.)  SJU  shall  be  responsible  for  all of its  own  administrative
functions  (admissions,  academic advising,  registration,  financial aid, etc.)
associated with the offering of IVC/DL courses through EVC.

          b.) SJU  will  provide  to EVC  all  necessary  administrative  forms,
applications,  written  instructions,  catalogues,  etc. in advance of marketing
courses to any organization.  It is understood by the parties that EVC is merely
a conduit and assumes no liability  whatever for the accuracy or  correctness of
the  information  in said  forms  provided  by SJU nor for  return of any of the
aforesaid documents to SJU.

     16.  Fees: The fees set forth in Section 16,  subdivisions a through d, are
          mutually exclusive of each other

          a.) SJU shall pay to EVC, on the 15th day of each month,  [*]% PERCENT
([*]% for over FIve Hundred [500]  students who contract  through EVC for degree
programs),  of the gross tuition  actually  collected by SJU the preceding month
from, or on behalf of, any student  registered for and attending college courses
being  offered  by  SJU  through  EVC,  said  payments  to  commence  the  month
immediately  following the collection of any such tuition by SJU. All checks for
courses taken will be made out to SJU.

[*] Confidential Portions


                                       3
<PAGE>

          b.) SJU shall pay to EVC, on the 15th day of each month,  [*]% PERCENT
of the gross tuition  acutally  collected by SJU the preceding month from, or on
bahalf of, any student  registered  for, and  attending  college  courses  being
offered by SJU through EVC who are employees of corporations  that contract with
EVC  through the direct  efforts of SJU,  said  payments  to commence  the month
immediately following the collection of any such by SJU. SJU corporate customers
shall be defined as corporations who have executed an agreement with EVC through
the direct efforts of SJU. All checks for courses taken will be made out to SJU.

          c.) SJU shall pay to EVC, on the 15th of each month,  [*]%  PERCENT of
the gross tuition  actually  collected by SJU the preceding  month,  from, or on
behalf of, any student  registered  for, and  attending  college  courses  being
offered by SJU through EVC's  programs,  who have been  registered in accredited
college courses at SJU within the past two years,  said payments to commence the
month  immediately  following  the  collection  of any such  tuition by SJU. All
checks for courses taken will be made out to SJU.

          d.) SJU shall pay to EVC, on the 15th day of each month,  [*]% PERCENT
of the gross tuition actually  collected by SJU the preceding month, from, or on
behalf of, any student  attending  IVC/DL classes on the SJU campus(es),  in SJU
classroom(s)   video-enabled  by  EVC,  said  payments  to  commence  the  month
immediately  following the collection of any such tuition by SJU. All checks for
courses taken will be made out to SJU.

          e.) EVC shall have the right,  on a semi-annual  basis, to examine the
books and records of SJU, pertaining to all students taking courses through EVC,
in order to audit any accounts due and owing the respective parties.  ST. JOHN'S
shall have the right to audit EVC accounts  for  students  taking SJU courses on
the same basis.

          f.) EVC shall require each student  registering  for a course  offered
through  EVC to sign a waiver  and  release  form  granting  EVC  access to said
student's  records,  including each student's name,  address,  telephone number,
social security  number,  registration,  finanical aid loans and payment status.
Said waiver and release  form to be provided to SJU by EVC,  the format of which
shall be subject  to SJU  approval,  which  approval  shall not be  unreasonably
withheld.

          g.) Upon  receipt  of the waiver  referred  to in  subdivision  f, and
commencing  on November  15,  1999,  and  continuing  on the 15th of every month
thereafter,  SJU will supply EVC with a list of all students who have registered
at SJU for courses through EVC,  containing the student information set forth in
subdivision  f. EVC shall provide to SJU,  updated  information  relating to SJU
students each month.

          h.) On the First  (1st) day of each month,  commencing  with the month
SJU begins  payments to EVC, SJU shall present to EVC, in writing,  any requests
for  adjustments  or credits on monies  already  paid to EVC,  which  credits or
adjustments  have been made necessary by an EVC student having dropped a course,
bounced a check, etc. EVC will credit any such valid adjustment ot SJU's account
within THIRTY (30) days of receipt.

          i.) Students  registering for SJU courses through EVC who are employed
by an Institutional  Employer customer of EVC which have a tuition reimbursement
policy for their  employees  shall be eligible  for tuition  deferment  from SJU
until  completion of the course,  thereby enabling said students to register for
SJU  courses  through  EVC  without  payment of  tuition or fees up front.  Said
students shall be required to sign a tuition  payment  guarantee  providing that
they are fully  responsible  for 100% of all tuition in the event that,  for any
reason, they are not reimbursed by their employer. EVC agrees that SJU will make
the required payments on such deferred tuition payments by the 10th of the month
following receipt of said deferred tuition payments.

[*] Confidential Portions


                                       4
<PAGE>

          j.) Students  registering  for SJU courses offered through EVC who are
not employed by an  Institutional  Employer  customer of EVC  providing  tuition
reimbursement  to their  employees  shall be required to pay tuition and fees up
front  when  registering.  SJU  will  pay  to  EVC  the  rate  indicated  in the
appropriate subdivision of paragraph 16 of such students.

     17. SJU will provide which will accommodate  teaching  stations in order to
facilitate  IVC/DL  courses  marketed by EVC emanating  from its campus and will
grant EVC, its agents and  subcontractors,  reasonable access to said facilities
as is required for proper installation, operation, maintenance and repair of all
equipment  contemplated  herein,  including but not limited to IVC/DL equipment.
Said room shall be a minimum of 10 feet by 16 feet with adequate electrical, air
conditioning,  lighting,  etc.,  and be  otherwise  suitable  for use as a video
conferencing teacher station.  Said rooms will be provided one at a time subject
to registration demand.

          a.) Rooms at SJU  equipped  by EVC for  IVC/DL  may not be used by the
college  for any  meeting,  class,  function  or other  purpose  which  does not
interfere  with EVC  program  schedules  and  which  are not  revenue  producing
activities, without the prior written permission of EVC.

     18. SJU's Public Relations  Department will provide reasonable  cooperation
with EVC in  promoting  EVC/SJU  Telecommute  to College  Program and the IVC/DL
courses offered through EVC.

     19. SJU and EVC will,  whenever  possible,  cooperate  in applying  for and
obtaining, any grants, awards, stipends,  fellowships,  etc., which are mutually
beneficial to the parties.

     20.  SJU shall  maintain  academic  control  over all  courses  and will be
receptive to EVC input as to IVC/DL presentation.

     21.  SJU will  assign at least  one  person  who at all  times  will act as
liaison between SJU and EVC.

     22. Term of Agreement

          a.) The basic term of this agreement shall be FIVE (5) YEARS.

          b.) The parties hereby  acknowledge  the necessity for allowing IVC/DL
students continuity and ongoing access to courses and programs, so long as there
is adequate registration.

          c.) In light of the  foregoing,  the  parties  agree  that  commencing
October  15,  2000 and every  October  15th  thereafter,  this  agreement  shall
automatically be extended for an additional  period of ONE (1) YEAR,  subject to
the conditions hereinafter contained.

          d.) In the event that either party should desire not to  automatically
extend this  agreement,  then and in that event,  such party shall so notify the
other in writing,  by Certified Mail,  Return Receipt  Requested,  no later than
August 1 of any given year,  after which the agreement  will not be extended for
an  additional  ONE (1)  YEAR,  but will  have  only  the Four (4)  YEARS of the
existing term remaining.

     23.  SJU shall  have the right to offer  courses  via  IVC/DL on its own to
Institutional  Employer and/or the employees of any  Institutional  Employer not
under  contract  with EVC. In such event,  EVC shall not have any  obligation to
market, provide any services or equipment, permit the use of EVC's equipment, or
incur any costs in connection with such offerings.


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<PAGE>

     24. SJU agrees that,  for the duration of this agreement and any extensions
hereof,  as well as for a  period  of ONE (1)  YEAR  immediately  following  any
termination or expiration  thereof,  SJU will not independently video conference
or computer  conference  its college  courses or programs under this contract to
EVC students, clients or their employees.

     25. The parties  agree that  disclosure  of the terms of this  agreement to
others will cause EVC  irreparable  damage to its business.  The parties  agree,
therefore,  that SJU shall not  disclose  the terms of this  agreement  with the
prior written permission of EVC.

     26. It is  expressly  agreed and  understood  that  neither  party shall be
liable  for  incidental,  special  or  consequential  damages  for any breach or
violation of this agreement.

     27. The foregoing constitutes the entire agreement between the parties, and
any other  agreements  or  representations,  whether  verbal or written,  if not
contained herein, are void, of no effect, and are not binding upon the parties.

     28.  No valid  modification,  amendment,  or  deletion  may be made to this
agreement  except in writing and  executed by the parties in  substantially  the
same manner as this agreement.

     29. Any and all notices  required  hereunder  shall be by  Certified  Mail,
Return Receipt Requested, to each party's last known address and shall be deemed
given at the time of mailing.

     30. If any portion of this agreement shall be found to be void, voidable or
unenforceable,  it  shall  not  effect  the  validity  of the  remainder  of the
agreement.

     31.  This  agreement  shall be binding on the  respective  parties'  heirs,
successors, and assigns.

     32. The parties agree that any disputes or disagreements  arising hereunder
or in connection  herewith  shall be settled by binding  arbitration  before the
American Arbitration Association at their offices located in New York, New York,
and  that  any  judgment  awarded  thereunder  may be  entered  in any  court of
appropriate jurisdiction, and will have full force and effect therein.

     33. This agreement shall be construed in accordance  with, and governed by,
the laws of the State of New York.

     In witness  whereof the parties have  hereunto set their hands and seal the
date first appearing above.

ST. JOHN'S UNIVERSITY


By: /s/ Dorothy E. Habben, Ph.D
    -------------------------------------
         Dorothy Habben, Interim Provost

EDUCATIONAL VIDEO CONFERENCING, INC.


By: /s/ John J. McGrath, Ph.D
    ------------------------------------
         Dr. John J. McGrath, President